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					MALAYAN BANKING BERHAD (“MAYBANK” OR “COMPANY”)

(I)    PROPOSED ACQUISITION BY ASEAM CREDIT SDN BHD (“ACSB” OR “OFFEROR”), A
       WHOLLY-OWNED SUBSIDIARY OF MAYBANK, OF AN AGGREGATE OF 257,559,264
       ORDINARY SHARES IN KIM ENG HOLDINGS LTD (“KIM ENG”), REPRESENTING 44.63%
       OF THE ISSUED AND PAID-UP SHARE CAPITAL OF KIM ENG

(II)   POSSIBLE MANDATORY CONDITIONAL CASH OFFER FOR ALL THE REMAINING
       ORDINARY SHARES OF KIM ENG NOT ALREADY OWNED BY ACSB, ITS RELATED
       CORPORATIONS AND THEIR RESPECTIVE NOMINEES (“OFFER SHARES”) SUBJECT TO
       THE FULFILMENT OF THE PRE-CONDITION AS DEFINED HEREIN


1.     INTRODUCTION

       The Board of Directors (“Board”) of Maybank is pleased to announce that ACSB, a wholly-owned
       subsidiary of Maybank, on 6 January 2011 entered into separate conditional Share Purchase
       Agreements (“SPAs”) with each of Mr Ronald Anthony Ooi Thean Yat (“Ronald Ooi”) and Yuanta
       Securities Asia Financial Services Limited (“Yuanta Securities”) (collectively the “Vendors”),
       pursuant to which, inter alia,:

       (a)     Ronald Ooi has agreed to sell and procure the sale of, and ACSB has agreed to
               purchase, 89,082,698 ordinary shares (“RO Sale Share”) in the capital of Kim Eng
               Holdings Limited (“Kim Eng”), representing approximately 15.44% of the ordinary shares
               (”Kim Eng Shares”) in the capital of Kim Eng in issue as at the date of this
               Announcement, for an aggregate cash consideration of Singapore Dollar (“SGD”)
               276,156,363.80 (“RO Consideration”), being SGD3.10 in cash for each RO Sale Share;
               and

       (b)     Yuanta Securities has agreed to sell, and ACSB has agreed to purchase, 168,476,566
               Kim Eng Shares (“Yuanta Sale Shares”), and together with the RO Sale Shares, (“Sale
               Shares”), representing approximately 29.19% of the Kim Eng Shares in issue as at the
               date of this Announcement, for an aggregate cash consideration of SGD522,277,354.60
               (“Yuanta Consideration”), being SGD3.10 in cash for each Yuanta Sale Share,

       in each case, free from all claims, charges, mortgages, liens, options, equity, power of sale,
       hypothecation, retention of title, rights of pre-emption, rights of first refusal or other third party
       rights or security interests of any kind or any agreements, arrangements or obligations to create
       any of the foregoing and together with all rights and advantages attaching to them as at the date
       of the SPAs (including the right to receive all dividends or distributions declared, made or paid on
       or after the date of the SPAs) (“Proposed Acquisition”).

       The total cash consideration payable by ACSB for the Sale Shares is SGD798.4 million
       (equivalent of approximately RM1,899.5 million) (“Aggregate Consideration”).

       Upon completion of the SPAs, Maybank via ACSB will emerge as the single largest shareholder
       of Kim Eng.

       Further details of the Proposed Acquisition, including salient terms and conditions of the SPAs
       are set out in Section 2.

       (Unless otherwise stated, the exchange rate of SGD1.00 : RM2.379 being the middle rate
       prevailing on 5 January 2011 as published by Bank Negara Malaysia, has been applied in this
       Announcement)



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2.   THE PROPOSED ACQUISITION

     The Proposed Acquisition will be funded by internally generated and/or external funds. The pro
     forma capital ratios of Maybank and its subsidiaries (“Maybank Group”) remain healthy, and well
     above the minimum regulatory requirements. The Maybank Group intends to strengthen further
     its capital base via the issuance of equity, debt or a combination of both to fund its future
     business growth opportunities.

     2.1    Background information on Kim Eng

            Kim Eng was incorporated in the Republic of Singapore on 17 January 1989. It was listed
            on the Mainboard of the Singapore Exchange Securities Trading Limited (“SGX-ST”)
            since 8 February 1990.

            Kim Eng had an issued and paid-up share capital of SGD211,114,224 comprising of
            577,093,954 Kim Eng Shares (net of 22,989,000 treasury shares of SGD33,336,953
            held) as of 30 September 2010.

            The principal activity of Kim Eng is that of investment holding. The principal activities of
            its subsidiaries and associated companies consist of stockbroking, futures broking,
            investment advisory, provision of corporate finance services, margin financing, money
            lending, fund management, provision of nominee and fiduciary services, investment
            holding, property investment and real estate development.

            Based on the latest unaudited consolidated accounts of Kim Eng for the 9-month financial
            period ended 30 September 2010, Kim Eng’s unaudited shareholders’ equity totalled
            SGD937.64 million (equivalent of approximately RM2,230.65 million) and its consolidated
            profit after taxation and minority interest (“PATAMI”) was SGD50.15 million (equivalent of
            approximately RM119.31 million).

            Please refer to Appendix 1 for further information on Kim Eng.

     2.2    Basis of arriving at the purchase consideration

            The total cash consideration per Kim Eng Share of SGD3.10 (equivalent of approximately
            RM7.37) was arrived at on a willing buyer-willing seller basis after taking into
            consideration the following:

            (i)     the unaudited consolidated shareholders’ equity of Kim Eng for the 9-month
                    financial period ended 30 September 2010 of SGD937.64 million (equivalent of
                    approximately RM2,230.65 million);

            (ii)    the price-to-book multiple of 1.91 times and 1.91 times based on the
                    consideration price per Kim Eng of SGD3.10 (equivalent of approximately
                    RM7.37) and the audited consolidated shareholders’ equity of SGD938.98 million
                    (equivalent of approximately RM2,233.83 million) as of 31 December 2009 and
                    the unaudited consolidated shareholders’ equity of SGD937.64 million
                    (equivalent of approximately RM2,230.65 million) for the 9-month financial period
                    ended 30 September 2010 respectively;

            (iii)   a premium of 18.3% to the five (5)-day volume-weighted average market price of
                    Kim Eng Shares of SGD2.62 up to and including 5 January 2011, being the last
                    trading day of Kim Eng Shares on the SGX-ST preceding the date of this
                    Announcement; and



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      (iv)    earnings potential of Kim Eng and its subsidiaries (“Kim Eng Group”) and the
              potential benefits to Maybank Group.

2.3   Salient terms of the SPAs

      2.3.1   Conditions Precedent

              Pursuant to the terms of the SPAs, the Acquisition is conditional upon the
              satisfaction or waiver, as the case may be, of the conditions precedent
              (“Conditions”) set out in Appendix 2 of this Announcement. Completion of the
              Proposed Acquisition (“Completion”) shall take place on the date falling three
              Business Days following the satisfaction or waiver, as the case may be, of the
              last of the Conditions set out in paragraphs (1), (2), (3), (4) and (7) of Appendix
              2. The Conditions must be satisfied or waived (as the case may be) on or before
              the long stop date (“Long Stop Date”).

              The Long Stop Date is the date falling four months from the date of the SPAs,
              being 6 May 2011. ACSB may, in its sole and absolute discretion, elect to extend
              the Long Stop Date to a date falling six months from the date of the Share
              Purchase Agreements, being 6 July 2011. On such election, the Offeror will pay
              to each of Ronald Ooi and Yuanta Securities, an option fee (“Option Fee”)
              amounting to 1% of the RO Consideration and the Yuanta Consideration
              respectively. In the event that the Proposed Acquisition is completed prior to the
              Long Stop Date and the Option Fee has been paid prior to Completion, ACSB
              will pay to each of Ronald Ooi and Yuanta Securities, the RO Consideration and
              the Yuanta Consideration respectively, in each case, less such Option Fee.

              For the purposes of this Announcement and the SPAs, “Business Day” means a
              day which is not a Saturday, Sunday or a public holiday in Singapore and
              Malaysia.

      2.3.2   Other salient terms of the SPAs

              Pursuant to the terms of the SPAs, ACSB shall not be bound to purchase, and
              the Vendors shall not be bound to sell, any of the Sale Shares if completion of
              the acquisition of each of the RO Sale Shares and the Yuanta Sale Shares is not
              carried out simultaneously (“Simultaneous Completion Requirement”).

              Further, either the Offeror or the Vendors (as the case may be) may terminate
              the respective SPAs prior to Completion upon the occurrence of certain events
              (“Termination Events”) set out in Appendix 3 of this Announcement. In the
              event that one SPA is terminated, the other SPA will also terminate and ACSB
              will also not be bound to purchase, nor will the Vendors be obliged to sell, any of
              the Sale Shares.

2.4   Liabilities to be assumed

      There are no liabilities including contingent liabilities and guarantees to be assumed by
      Maybank under the Proposed Acquisition, other than those arising in the ordinary course
      of business of Kim Eng in the event the financial statements of Kim Eng Group are
      consolidated into financial statements of Maybank Group after completion of the
      Proposed Acquisition.




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3.   THE POSSIBLE MANDATORY CONDITIONAL CASH OFFER

     Upon completion of the SPAs, Maybank through ACSB will emerge as the single largest
     shareholder of Kim Eng. As ACSB’s shareholdings in Kim Eng exceeds 30% of the issued and
     paid-up share capital of Kim Eng upon completion of the Proposed Acquisition, ACSB is obliged
     to extend a mandatory general offer for all the Kim Eng Shares, other than those already owned
     by ACSB, its related corporations and their respective nominees, pursuant to Section 139 of the
     Securities and Futures Act, Chapter 289 and Rule 14.1 of the Singapore Code on Take-overs and
     Mergers.

     Therefore, on 6 January 2011, Nomura Singapore Limited (“Nomura”) announced for and on
     behalf of ACSB that ACSB intends to make a mandatory conditional cash offer (“Offer”) for all the
     Kim Eng Shares, other than the Kim Eng Shares already owned by ACSB, its related
     corporations and their respective nominees (“Offer Shares”), subject to the completion of the
     Proposed Acquisition, in accordance with the terms and conditions of the SPAs (“Pre-
     Condition”), on the following terms:

     (i)     For each Offer Share : SGD3.10 in cash (“Offer Price”)

     (ii)    The Offer Shares will be acquired (i) fully paid, (ii) free from all claims, charges,
             mortgages, liens, options, equity, power of sale, hypothecation, retention of title, rights of
             pre-emption, rights of first refusal or other third party rights or security interests of any
             kind or any agreements, arrangements or obligations to create any of the foregoing and
             (iii) together with all rights, benefits and entitlements attached thereto as at the date of
             this Announcement and hereafter attaching thereto, including the right to receive and
             retain all dividends, rights and other distributions (if any) declared, paid or made by Kim
             Eng on or after the date of this Announcement.

             If any dividend, rights or other distribution is announced, declared, paid or made by Kim
             Eng on or after the date of this Announcement, the Offer Price will be reduced by the
             amount of such dividend, rights or other distribution.

     (iii)   The Offer, if and when made, will be conditional upon ACSB having received valid
             acceptances in respect of and/or acquired such number of Offer Shares which will result
             in the Offeror and parties acting in concert with it holding such number of Shares carrying
             more than 50% of the voting rights attributable to the issued share capital of Kim Eng.

     Shareholders should note that the Offer will not be made unless and until the Pre-
     Condition is satisfied no later than the Long-Stop Date.

     If and when Pre-Condition is fulfilled, Nomura, for and on behalf of ASCB, will immediately
     announce the firm intention on the part of ACSB to make the Offer (“Formal Announcement”).
     The Offer Document will be despatched to holders of the Kim Eng Shares not earlier than 14
     days and not later than 21 days from the date of the Formal Announcement. However, if the Pre-
     Condition is not fulfilled, the Offer will not be made and Nomura will issue an announcement
     confirming that fact as soon as reasonably practicable thereafter.

     It is not the current intention of the Offeror to maintain the listing status of the Company on the
     SGX-ST following the completion of the Offer, and the Offeror intends to exercise its right of
     compulsory acquisition under Section 215(1) of the Companies Act, Chapter 50 of Singapore
     (“Companies Act”) in connection with the Offer.

     Further details are set out in the Possible Offer Announcement, a copy of which is available on
     the website of the SGX-ST at www.sgx.com.


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     Maybank will engage in discussions with the relevant authorities in Thailand and the Philippines
     regarding the potential downstream general offers, as a result of the Proposed Acquisition, for
     Kim Eng Securities (Thailand) Public Company Limited and ATR Kim Eng Financial Corporation
     respectively.

     In the event the Offeror acquires 100% equity interest in Kim Eng, the total cash consideration
     would be SGD1,789 million (equivalent to approximately RM4,256 million).

     Further details on the above will be made by the Company in due course.


4.   RATIONALE FOR THE PROPOSED ACQUISITION

     The Proposed Acquisition represents a unique opportunity for Maybank Group to accelerate the
     achievement of its vision to become a regional financial services leader in the Association of
     Southeast Asian Nations (“ASEAN”) by combining Maybank’s commercial banking presence in
     ASEAN with Kim Eng’s strong market positions in stockbroking, and investment banking
     presence in Singapore, Thailand, Indonesia and the Philippines, and growing presence in Hong
     Kong, Vietnam, New York, London and India. The Proposed Acquisition also meets the objective
     of Maybank Group of becoming a leading ASEAN wholesale bank.

     Maybank has strong commercial banking presence in ASEAN, but its stockbroking and
     investment banking capabilities are currently limited to Malaysia only. Kim Eng, in contrast, has a
     strong stockbroking, distribution and investment banking capabilities across ASEAN but is not
     bank-backed. Maybank and Kim Eng are, as such, complementary in their strategic fit and can
     leverage on their respective strengths with minimal overlap.

     With Kim Eng, Maybank Group will emerge as a top 5 broker in Singapore, Thailand, Indonesia
     and the Philippines, as well as with active presence in Hong Kong, Vietnam, New York, London
     and India. The Proposed Acquisition will enable its subsidiary, Maybank Investment Bank Berhad
     (“Maybank IB”), to immediately gain a strong foothold and instant access to clientele, platform
     and talents in many key markets to Maybank, where Maybank already has an established
     commercial banking presence.


5.   PROSPECTS

     5.1     Trading volume of selected markets in ASEAN

             During the period 2005-2009, Hong Kong, Indonesia, the Philippines, Singapore,
             Malaysia and Thailand achieved trading volume growth (based on value) of 35%, 30%,
             28%, 21%, 15% and 8% (compounded annual growth rate) respectively. Kim Eng is well-
             placed to tap on the growth potential of these markets with its stockbroking platform in
             these countries.

             (Source: World Federation of Exchange members)




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5.2   Prospects of the Singapore economy

      The Singapore economy contracted by 18.7% quarter-on-quarter (“q-o-q”) in Q3, after
      expanding by 27.3% the previous quarter. The contraction was largely due to a 53.6% fall
      in the manufacturing sector’s value added, which was in turn weighed down by a plunge
      in pharmaceuticals output. The construction sector also declined by 10.4%, as activity
      came off its Q2 peak. Meanwhile, growth in the services sector slowed significantly to
      1.4%, after two quarters of double-digit sequential gains. Excluding pharmaceuticals
      manufacturing, the economy was estimated to have contracted only marginally, following
      the 12.4% growth in the preceding quarter.

      The Singapore economy started to display signs of moderating in the middle of this year,
      following an unprecedented expansion in H1, in line with a loss of recovery momentum
      around the world. Looking ahead, while the risk of the global economy relapsing into
      recession has subsided, final demand in the developed economies is expected to remain
      sluggish. In comparison, the outlook for Asia ex-Japan economies is more positive.
      Although growth in the region will likely slow, it should continue to be supported by firm
      domestic demand.

      Against this backdrop, the level of economic activity in Singapore is projected to remain
      high across a broad range of industries but it could ease further in the near term. For
      2010 as a whole, gross domestic product (“GDP”) is on track to grow by around 15%
      while in 2011, the domestic economy will see a more sustainable rate of growth of 4% to
      6%.

      While manufacturing and services contributed fairly evenly to GDP growth in 2010,
      services will play a bigger role next year, on the back of a relatively sanguine outlook for
      the region. After a sharp rebound from the trough, the domestic manufacturing sector is
      likely to take a breather going into 2011 as demand in the global information technology
      industry has shown signs of softening recently. Concomitantly, the services sector could
      potentially account for up to two-thirds of Singapore’s GDP growth next year, up from
      around 50% this year. In particular, the financial, trade related and tourism-related
      sectors are likely to see stronger growth, as these sectors are highly geared towards
      Asian markets and together will contribute slightly over half to GDP growth next year.

      (Source: Monetary Authority of Singapore – Recent Economic Developments in Singapore dated 3
      December 2010)

5.3   Prospects of the Thailand economy

      The recovery of the Thai economy remained robust and the economy expanded at a
      higher rate than anticipated from Q2 2010. Private consumption continued to accelerate
      in Q2 2010, supported by improved employment conditions and robust farm income,
      together with subdued inflation. The momentum of the recovery is expected to sustain for
      the rest of 2010. Inflation in Q3 2010 stood at 3.3%, leveling off from the previous quarter
      as a decline in pressure from energy prices was matched by rising pressure from core
      prices and raw food prices. Nevertheless, the growth of economic activities is expected to
      soften and revert towards the normal trend of growth, due partly to a more subdued
      external demand which is expected to slow down towards the end of 2010. However,
      robust farm income, the ongoing low unemployment rate, and high credit growth are
      expected to support the recovery of the Thai economy in Q3 2010 and beyond.




                                          6
      Looking ahead, the downside risk to the Thai economy will be mostly from external
      factors, namely a delayed recovery of trading partners’ economies, particularly the
      developed countries which potentially face structural weaknesses of some European
      financial institutions, which could adversely affect Thailand’s exports, as well as domestic
      consumption and investment as a consequence, and the volatility of capital flows across
      countries due to the uneven global economic recovery, which might in turn induce
      macroeconomic imbalances within the Thai economy. In addition, internal factors such as
      slower-than-expected disbursement of government expenditure could also disrupt the
      momentum of economic recovery going forward.

      After assessing the outlook for the global and domestic recovery in conjunction with the
      surrounding risks, the domestic economy should expand at a higher rate in 2010 than
      projected. Private consumption, in particular, should become the main growth driver for
      the Thai economy over the rest of 2010. Nevertheless, the average q-o-q growth
      momentum in the second half of the year should moderate somewhat as the Thai
      economy begins reverting to its normal trend. For 2011, the Thai economy is expected to
      continue expanding at a rate close to previously projected, supported by underlying
      economic fundamentals that remain robust. Thus, the forecast interval of output growth in
      2010 has been revised to 7.3% to 8.0% in 2010 and the forecast for 2011 is maintained
      at 3.0% to 5.0%, with risks skewed to the downside owing to the aforementioned external
      factors.

      (Source: Bank of Thailand – Inflation Report, October 2010)

5.4   Prospects of the Hong Kong economy

      The Hong Kong economy has staged a strong recovery from the global financial crisis in
      the first half of 2010, driven by solid domestic demand. Economic growth slowed
      sequentially in Q3 2010, accompanied by low unemployment rates and moderate
      inflation. Real GDP growth in Hong Kong declined to 0.7% q-o-q in Q3 2010 after
      registering 2.1% and 1.4% in the first two quarters respectively. The deceleration was
      due mainly to the fading domestic inventory cycle, with domestic and net exports still
      experiencing steady growth.

      Inflationary pressures have been building up gradually in the economy. The year-on-year
      (“y-o-y”) underlying inflation rate edged up to 2.3% in October 2010 from 2.2% a month
      earlier. Progressive increases in rental costs and basic food prices over the past few
      months contributed to the rise, while contributions from non-tradable goods prices,
      excluding rentals, sustained over the same period. Looking ahead, indicators suggests
      that rising private housing rentals and food prices will add further risks to inflationary
      pressures in Hong Kong.

      Labour market conditions continued to improve into the second half of 2010 on the back
      of firm economic growth. Unemployment rate dropped and then stayed at 4.2% in
      October 2010 for three consecutive months. It continued to decline in Q3 2010 and was
      unchanged at 1.9% in October 2010.

      The Hong Kong economy is expected to grow at a firm pace through the rest of 2010 and
      in 2011. Private consumption will continue to be supported by improving labour market
      conditions and robust consumer confidence. Public investment will hold up well, while
      private investment may moderate and inventory de-stoking may continue. Externally, the
      trade balance is facing downward pressures due mainly to lackluster growth in the
      advanced economies, while intra-regional trade is expected to remain supportive of Hong
      Kong’s exports.


                                             7
      (Source: Hong Kong Monetary Authority, Quarterly Bulletin – Domestic and External Environment,
      December 2010)

5.5   Prospects of the Indonesia economy

      The Indonesian economy has charted significantly accelerated growth amid the
      multispeed global economic recovery in 2010. The domestic economy is forecasted to
      grow at 6.1% in Q4 2010, bringing overall national economic growth for 2010 to about
      6%. Stronger recovery in 2011 is expected, supported by rising domestic demand and
      further improvement in investment performance. Indonesia’s growth forecast for 2011 lies
      in the range of 6.0% to 6.5%.

      The dynamics in the global economy in 2010 have influenced developments in the
      Indonesian economy. The ongoing global economic recovery led by emerging markets
      and economic stability has had a positive effect in accelerating domestic growth. The
      stronger recovery in emerging market economies compared to the developed world has
      been bolstered by solid domestic consumption and improving external performance.

      The macroeconomic policies put into place have contributed to maintaining internal and
      external equilibrium in the Indonesian economy, now an important factor in building
      sustained economic growth. This year, growth in the domestic economy has been
      supported by greater equilibrium in sources of growth, reflected in buoyant consumption
      alongside high export demand and improvement in investment. The rising consumption
      has been driven primarily by household consumption, while government consumption
      remains more limited due to limited absorption of budget expenditures.

      Export performance has improved in 2010, with support from growing external demand in
      keeping with the recovery in the global economy and particularly Asia. Rising export
      performance has also benefited from escalating global commodity prices. Investment
      performance has also showed steady improvement, bolstered by strengthening market
      perceptions, increased financing, low prices for imported goods and launching of
      government policies in support of investment.

      Looking forward, the domestic economy is set for further improvement. Accelerated
      economic activity in 2011 is expected to take growth to 6.0% to 6.5%. Supporting this
      growth will be the continued strength of household consumption, improving investment
      and solid export performance on the back of the sustained robust growth in trading
      partner nations, led by Asia. Inflation in 2011 is predicted to be around 5%±1% for 2011.
      However, it is also necessary to keep a watch on various risks to achievement of the
      inflation target and the macroeconomic outlook, such as the heightened uncertainty over
      global economic recovery, mounting international commodity prices and the flood of
      capital inflows that could trigger a currency war. An evaluation of the overall performance
      and outlook for the economy points towards improvement. Economic growth is forecasted
      to climb further in 2011 with greater equilibrium in sources of growth.

      (Source: Bank Indonesia – Monetary Policy Report, Quarter IV 2010)

5.6   Prospects of the Philippines economy

      Emerging East Asian economies continued to post strong growth in Q3 2010, driven by
      domestic demand. But the weaker external environment and phasing out of policy
      stimulus slowed demand, which began to appear in Q2 2010. Combined GDP growth of
      the ten (10) largest economies in emerging East Asia eased slightly, but with a robust
      8.2% y-o-y growth in Q3 2010, down from the 10.2% expansion in the first half of 2010.




                                            8
             In the Q3 2010, domestic demand remained the largest contributor to GDP growth in
             most of Indonesia, Malaysia, the Philippines and Thailand (“ASEAN-4”) and the newly
             industrialized industries (“NIEs”). Investment eased, but still grew at a healthy pace, as
             the impact of fiscal and monetary stimulus waned, and contribution from inventories
             restocking grew smaller. Fixed investment growth in the NIEs slowed further to 9.8% in
             Q3 2010 from 12.5% in Q2 2010. In the ASEAN-4, investment growth fell for the first time
             this year to 9.7% in Q3 2010. The steady growth in consumption in ASEAN-4 and the
             NIEs benefited from generally stable consumer confidence throughout the year.

             Economic growth in the NIEs slowed in Q3 2010 as weaker external demand pulled down
             export growth.

             The Philippines’ economic growth in Q3 2010 slowed to 6.5% following a robust 8.0%
             growth in the first half of 2010. This is due to contraction in government spending and
             lower investments. Bucking the trend in the ASEAN-4, exports were the main engine of
             growth for the Philippines in the third quarter.

             Economic growth for 2010 in the Philippines grew a strong 6.5% in Q3 2010 as a
             benefited from strong domestic demand. The Philippine growth is expected to moderate
             in the second half, 2010 growth was forecast at 6.8%. In 2011, growth in the Philippines
             is forecasted to decelerate to 4.6%, due to weaker external demand and the need for
             fiscal consolidation.

             (Source: Asian Development Bank – Asian Economic Monitor, December 2010)

     5.7     Prospects of the Maybank Group after the Proposed Acquisition

             As the Board of Maybank believes that Kim Eng is well-positioned in ASEAN with its
             strong market positions in many key countries, and that the combination of Maybank
             Group and Kim Eng Group is complementary in their strategic fit with their respective
             strengths, the Board of Maybank is positive about the future growth prospects of Kim
             Eng. Hence, the Board believes that the Proposed Acquisition augurs well for the future
             prospects of the Maybank Group.


6.   RISK FACTORS

     The risk factors in relation to the Proposed Acquisition (which may not be exhaustive) include the
     following:

     (i)     Political and economical risks

             The performance of the stockbroking and investment banking industries significantly
             depend on the economic growth and political stability of the country in which it operates.
             As such, adverse developments in political, economic and regulatory conditions in
             Singapore, Thailand, Indonesia, the Philippines, Hong Kong and other markets in which
             Kim Eng operates in, as well as in other countries globally may severely affect the
             financial and operational conditions and consequently the profitability of the stockbroking
             and investment banking businesses of Kim Eng.

             In addition, political and economic uncertainties include the risk of war, expropriation,
             nationalisation, renegotiation or nullification of existing contracts and changes in
             government regulations, interest rates, foreign exchange rates, inflation and taxation.



                                                 9
        Although Maybank Group will endeavour to consistently take measures such as stringent
        internal controls and effective operational procedures over the operations of the
        stockbroking and investment banking businesses of Kim Eng, there is no assurance that
        the occurrence of any of the abovementioned adverse development will have no material
        impact on the business and financial performance of the stockbroking and investment
        banking businesses of Kim Eng.

(ii)    Market liberalisation

        The governments of countries in which Kim Eng operate have been continuously
        liberalising the financial services industries in these countries through measures which
        include among others, allowing a wider range of services, permitting increased
        competition from foreign banks and other financial institutions as well as non-financial
        institutions.

        Although these policies are designed in part to encourage development of financial
        institutions in preparation for increased foreign competition, they may lead to reduced
        margins and smaller market share, particularly in the stockbroking industry.

        The relevant regulatory authorities in these countries may issue additional licences to
        new financial services providers within their respective stockbroking industries, whose
        services may compete directly with those offered by the stockbroking businesses of Kim
        Eng Group.

(iii)   Foreign exchange risks

        The businesses of the Kim Eng Group are conducted in among others, SGD, Thai Baht,
        Indonesian Rupiah, Philippine Peso, Hong Kong Dollar, United States Dollar, Pound
        Sterling, Indian Rupee and Euro. As such, any fluctuation in relation to the aforesaid
        currencies will have an effect on the financial performance of the Kim Eng Group.
        Further, fluctuation in the exchange rate between SGD and RM could materially affect
        investment returns of the Maybank Group in Kim Eng.

(iv)    Dependence on skilled human resources

        The Kim Eng Group is highly dependent on the services of its skilled human resources.
        The Kim Eng Group’s ability to meet future business challenges depends, among other
        things, on their continued employment and the Kim Eng Group’s ability to attract and
        recruit talented and skilled personnel across its businesses. Competition for skilled and
        professional personnel in the financial services industries in the countries in which Kim
        Eng operate are intense. Continuing increases in compensation to retain personnel could
        adversely affect its operating results.

(v)     Acquisition risk

        Upon completion of the Proposed Acquisition, there can be no assurance that the
        anticipated benefits to be derived from the Proposed Acquisition will be fully realised or
        that the Maybank Group will be able to generate sufficient revenues from the Proposed
        Acquisition to offset associated costs.

        Maybank Group will undertake the necessary efforts to mitigate the various risks.
        However, no assurance can be given that any of the aforesaid risks will not have a
        material effect on the Maybank Group.




                                           10
     (vi)    Foreign investment

             As the investments of the Maybank Group is a foreign investment in Singapore, the said
             investment will be subject to the policies of the Singapore Government on foreign
             investment.

             In addition, the ability of Kim Eng Group to repatriate the profits arising from its
             investment in other countries which it has business operations will depend largely on the
             legislation relating to repatriation of profits prevailing at the point of repatriation.

             There can be no assurance that any change to the foreign investment policies in
             Singapore and/or the other countries will not materially and adversely affect the rights or
             performance of Maybank Group with respect to its investments in the respective
             countries.


7.   EFFECTS OF THE PROPOSED ACQUISITION

     7.1     Share capital, substantial shareholders’ shareholding and net assets

             The Proposed Acquisition will not have any effect on the issued and paid-up share
             capital, the substantial shareholders’ shareholding and the consolidated net assets per
             share position of Maybank as the Proposed Acquisition will be satisfied entirely by cash.

     7.2     Earnings

             The Proposed Acquisition is estimated to be completed by end of May 2011 and will not
             have any material effect on the earnings of the Maybank Group for the financial year
             ended (“FYE”) 30 June 2011.

             The Proposed Acquisition is, however, expected to contribute positively to the revenue
             and earnings of the Maybank Group in the subsequent financial years.

     7.3     Gearing

             The gearing of the Maybank Group will increase by the level of the external funding to be
             obtained, if any, pursuant to the Proposed Acquisition.


8.   APPROVALS REQUIRED

     The Proposed Acquisition is subject to approvals being obtained from the following:

     (i)     Bank Negara Malaysia;

     (ii)    Monetary Authority of Singapore; and

     (iii)   the licences, authorisations and other approvals necessary for the Proposed Acquisition
             from all relevant governmental or regulatory authorities in the countries of operation of
             Kim Eng, where required.




                                                11
9.      ESTIMATED TIMEFRAME FOR THE COMPLETION OF THE PROPOSED ACQUISITION

        Barring unforeseen circumstances, the Proposed Acquisition is expected to be completed by end
        of May 2011.


10.     ADVISERS

        The Board of Maybank has appointed Maybank IB and Nomura as the Advisers for the Proposed
        Acquisition.


11.     PERCENTAGE RATIO APPLICABLE TO THE PROPOSED ACQUISITION

        The highest percentage ratio applicable to the Proposed Acquisition pursuant to Paragraph
        10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 6.8%.


12.     DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST

        None of the Directors or major shareholders of Maybank and ACSB or persons connected to
        them have any interest, direct or indirect, in the Proposed Acquisition.


13.     DIRECTORS’ STATEMENT

        The Board, after having considered all aspects of the Proposed Acquisition, is of the opinion that
        the Proposed Acquisition is in the best interest of Maybank.


14.     DEPARTURE FROM THE EQUITY GUIDELINES ISSUED BY THE SC

        The Proposed Acquisition is not subject to the approval of the SC and does not fall under the
        Equity Guidelines issued by the SC.


15.     DOCUMENTS FOR INSPECTION
                                                                                           th
        The SPAs are available for inspection at the registered office of Maybank at 14 Floor, Menara
        Maybank, 100 Jalan Tun Perak, 50050 Kuala Lumpur during normal business hours from
        Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this
        Announcement.

This announcement is dated 6 January 2011.


The directors of the Offeror and Maybank (including any who may have delegated detailed supervision of
this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions
expressed in this Announcement are fair and accurate and that no material facts have been omitted from
this Announcement, and they jointly and severally accept responsibility accordingly. Where any
information has been extracted or reproduced from published or otherwise publicly available sources
(including, without limitation, in relation to the Company), the sole responsibility of the directors of the
Offeror and Maybank has been to ensure through reasonable enquires that such information has been
accurately and correctly extracted from such sources or, as the case may be, reflected or reproduced in
this Announcement.

                                                    12
                                                                                                                                                               APPENDIX 1
1.     ORGANISATION STRUCTURE OF KEY ENTITIES OF KIM ENG



                                                                                    Kim Eng Holdings
                                                                                          Ltd



                     100%                             100%                                                         49%                           100%
                       Kim Eng                                                                                  Kim Eng Vietnam
                                                     Kim Eng Corp                                                                                  Kim Eng
                    Securities USA                                                                               Securities Joint
                                                     Finance Pte Ltd                                                                           Properties Pte Ltd
                         Inc                                                                                       Stock Co.
                                                                                                                                                                    Proposed acquisition by
                                                                                                                                                                    Kim Eng Holdings.
            100%                       100%                            100%                                        60%                   70%                        Pending completion

                                          Kim Eng                                                                                        Kim Eng                       Inter Pacific
             Kim Eng                                              Kim Eng Futures                             Heritage Fiduciary
                                         Securities                                                                                    Research Sdn                     Securities
         Securities Pte Ltd                                           Pte Ltd                                 Services Pte Ltd
                                       (London) Ltd                                                                                        Bhd                           Sdn Bhd


            100%                              56%                                                         80%                         42%                              75%
                                               Kim Eng                                                                                                                 Kim Eng
             Kim Eng                                                                                     PT Kim Eng                 ATR Kim Eng
                                              Securities                                                                                                            Securities India
          Investment Ltd                                                                                  Securities                Financial Corp
                                              (Thailand)                                                                                                                Pte Ltd


                                              100%                                        100%

                    Kim Eng                Kim Eng Asset
     100%                                                                            KE Strategic Pte
                 Securities (Hong          Management                                      Ltd
                   Kong) Ltd                 (Thailand)


     100%        Kim Eng Futures                                         80%                            85%
                 (Hong Kong) Ltd
                                                                         KE Capital                  PT Kim Eng Asset
                                                                       Partners Pte Ltd               Management
                     Kim Eng
     100%
                   Consultant Ltd
                     (China)


     - Denotes public listed company


          (Source: Kim Eng Annual Report FYE 31 December 2009)




                                                                                                 i
                                                                                           APPENDIX 1

2.   SUBSIDIARIES AND ASSOCIATED COMPANIES OF KIM ENG

     2.1   Subsidiaries

           The subsidiaries of Kim Eng as at 31 December 2009 are as follows:

                                               Place of
           Company                          incorporation    Equity Interest   Principal Activities
                                                                   %
           Direct subsidiaries of Kim Eng
           Rezan Pte Ltd                     Singapore            100          Investment holding
           Kim Eng Securities Pte Ltd        Singapore            100          Dealing in securities
           Kim Eng Futures Pte Ltd (in       Singapore            100          Dormant
             members’ voluntary
             liquidation)
           Kim Eng Corporate Finance         Singapore            100          Provision of      corporate
             Pte Ltd                                                           finance   and      advisory
                                                                               services
           Kim Eng Finance                   Singapore            100          Money lending
             (Singapore) Pte Ltd
           KE Strategic Pte Ltd              Singapore            100          Investment holding
           Pinnakell Asset                   Singapore            100          Fund management
             Management Pte Ltd
           Kim Eng Properties Pte Ltd        Singapore            100          Property investment
           Heritage Fiduciary Services       Singapore             60          Provision of secretarial
             Pte Ltd                                                           and consultancy services
           Strategic Acquisitions Pte        Singapore            100          Investment holding
             Ltd
           PT Kim Eng Securities              Indonesia            80          Dealing in securities
           Kim Eng Research Sdn               Malaysia             70          Provision    of   research
             Bhd                                                               services
           Kim Eng Securities                 Thailand             56          Dealing in securities
             (Thailand) Public
             Company Limited
           Kim Eng Investment                Hong Kong            100          Investment holding
             Limited
           Kim Eng Securities            United Kingdom           100          Dealing in securities
             (London) Limited
           Kim Eng Securities USA Inc    United States of         100          Dealing in securities
                                             America
           KE Sovereign Limited             British Virgin        100          Investment holding
                                               Islands
           Kim Eng Securities India             India              75          Dealing in securities
             Private Limited




                                                  ii
                                                                                  APPENDIX 1


                                  Place of
Company                        incorporation        Equity Interest   Principal Activities
                                                           %
Indirect subsidiaries, held through Rezan Pte Ltd

Ong Asia Limited                 Singapore                 100        Investment holding
ATR KimEng Fixed Income,         Philippines               80         Fund raising advisers
  Inc

Indirect subsidiaries, held through Ong Asia Limited
Ong & Company Private            Singapore                 100        Dormant
 Limited
Ong Asia Securities (H.K.)       Hong Kong                 100        Dormant
 Limited

Indirect subsidiary, held through Ong & Company Private Limited
Ong Nominees Private             Singapore                 100        Nominee services
 Limited

Indirect subsidiary, held through Kim Eng Securities Pte Ltd
Kim Eng Securities               Singapore                 100        Acting as nominee for
  Nominees Pte Ltd                                                    beneficial shareholders
Kim Eng Research Pte Ltd         Singapore                 100        Provision    of    research
                                                                      services

Indirect subsidiary, held through Strategic Acquisitions Pte Ltd
St. Michael’s Development        Singapore                 90         Real estate development
  Pte Ltd

Indirect subsidiaries, held through KE Strategic Pte Ltd
KE Capital Partners Pte Ltd      Singapore                 80         Fund management
PT Kim Eng Asset                 Indonesia                 85         Asset management
  Management

Indirect subsidiary, held through Kim Eng Investment Limited
Kim Eng Securities (Hong         Hong Kong                 100        Dealing in securities
  Kong) Limited
Kim Eng Futures (Hong            Hong Kong                 100        Futures contracts broker
  Kong) Limited
Kim Eng Consultant Limited         China                   100        Dormant
  (China) (in members’
  voluntary liquidation)

Indirect subsidiary, held through Kim Eng Securities (Hong Kong) Limited
Kim Eng Nominees (Hong           Hong Kong                 100        Nominee services
  Kong) Limited




                                     iii
                                                                                      APPENDIX 1


                                        Place of
      Company                        incorporation      Equity Interest   Principal Activities
                                                              %
      Indirect subsidiaries, held through Kim Eng Properties Pte Ltd
      Kim Eng Properties USA        United States of          100         Property investment
        Inc                             America

      Indirect subsidiary, held through Kim Eng Securities (Thailand) Public Company Limited
      Kim Eng Asset                     Thailand              56          Asset management
        Management (Thailand)
        Co., Ltd (previously
        known as KEST
        Guardian Asset
        Management Company
        Limited)

      Indirect subsidiaries, held through Heritage Fiduciary Services Pte Ltd
      Heritage Trust Company             Brunei               60          Provision    of    fiduciary
        Limited                                                           services
      Heritage Corporate              Hong Kong               60          Provision    of    fiduciary
        Services (HK) Limited                                             services


2.2   Associated Companies

      The associated companies of Kim Eng as at 31 December 2009 are as follows:

                                        Place of
      Company                        incorporation      Equity Interest   Principal Activities
                                                              %
      Associated companies of Kim Eng
      ATR KimEng Financial             Philippines            42          Investment holding
        Corporation
      Kim Eng Vietnam Securities        Vietnam               49          Dealing in securities
        Joint Stock Company

      Indirect associated company, held through KE Strategic Pte Ltd
      Republic Investment              Singapore              45          Fund management
        Management Pte Ltd

      Indirect associated companies, held through ATR KimEng Financial Corporation
      ATR KimEng Capital               Philippines            42          Corporate finance and
        Partners, Inc                                                     financial and investment
                                                                          advisory
      ATR KimEng Land, Inc             Philippines            15          Real estate investment
      AsianLife & General              Philippines            33          Insurance provider
        Assurance Corporation




                                           iv
                                                                              APPENDIX 1


                                Place of
Company                      incorporation      Equity Interest   Principal Activities
                                                      %
Indirect associated companies, held through ATR KimEng Capital Partners, Inc
ATR KimEng Securities, Inc     Philippines            42          Dealing in securities
ATR KimEng Direct              Philippines            42          Stock trading
  Investments, Inc
ATR KimEng Fixed Income,       Philippines            8           Fund raising advisers
  Inc
Sovereign Global              British Virgin          42          Investment holding
  Resources Ltd                  Islands

Indirect associated company, held through ATR Kim Eng Securities Inc
ATR KimEng Insurance           Philippines            42          Insurance brokerage
  Brokers, Inc

Indirect associated companies, held through Sovereign Global Resources Ltd
AsianLife & General            Philippines            9           Insurance provider
  Assurance Corporation

Indirect associated companies, held through AsianLife & General Assurance Corporation
AsianLife Financial            Philippines            23          Insurance provider
  Assurance Corporation

Indirect associated company, held through ATR KimEng Direct Investment Inc
The Mutual Fund                Philippines            34          Investment management
  Management Company
  of the Philippines, Inc

Indirect associated company, held through Republic Investment Management Pte Ltd
Republic Capital Partners      Singapore              27          Venture Capital/ Private
  (Private) Ltd                                                   Equity




                                    v
                                                                                          APPENDIX 1

3.   FINANCIAL INFORMATION OF KIM ENG

     The table below sets out a summary of Kim Eng Group’s audited financial statements for two (2)
     FYEs 31 December 2008 and 31 December 2009, respectively and the unaudited financial
     information for the 9-month financial period ended 30 September 2010.

                                                                                             Unaudited
                                                                Audited       Audited    9-month period
                                                                 FYE 31        FYE 31         ended 30
                                                              December      December         September
                                                                   2008          2009             2010
                                                               SGD’000       SGD’000           SGD’000

     Brokerage and trading income                                245,047       289,022          241,110
     Fee income                                                   52,007        41,095                -
     Dividend income                                                4,335        6,107            2,405
     Interest income                                              49,645        29,968           28,610
     Operating income                                            351,034       366,192          272,125
     Other gains (net)                                            20,508        53,347            2,780
     Total expenses                                            (279,301)     (287,940)        (205,182)
     Profit from operations                                       92,241       131,599           69,723
     Share of profit / (loss) of associated companies (net)       (1,084)        4,145            4,425
     Profit before taxation                                       91,157       135,744           74,148
     Income tax expense                                         (11,731)      (30,664)         (10,675)
     Profit after taxation                                        79,426       105,080           63,473
     Minority interest                                            (7,679)     (15,743)         (13,319)
     Profit after taxation and minority interest                  71,747        89,337           50,154

     Weighted average no. of shares in issue (000)              580,864       577,094           577,094
     EPS – basic (cents)                                          12.35         15.48              8.69
     Shareholders’ equity                                        71,747        89,337           937,641




                                                       vi
                                                                                               APPENDIX 2

CONDITIONS PRECEDENT

All capitalised terms used and defined herein shall have the same meanings given to them in the Share
Purchase Agreements, copies of which are available for inspection.

The agreement to sell and purchase the Sale Shares is conditional upon the satisfaction or waiver, as the
case may be, of the following conditions:

(1)     where the terms of any Material Contract contain any restriction or prohibition on the change in
        control of the shareholdings of any Group Company or includes any right to terminate which is
        exercisable prior to or as a result of any matter contemplated by this Agreement and/or the
        Mandatory General Offer, written confirmation having been obtained in a form and on terms (if
        any) reasonably satisfactory to the Purchaser by the counterparties thereto, of their consent to
        the sale and purchase of the Sale Shares and waiver of such restriction or prohibition in relation
        to any such change arising from the transaction contemplated under this Agreement and/or the
        Mandatory General Offer or of any such right to terminate;

(2)     such approvals as may be required from the MAS for or in connection with the acquisition of
        control of any of the Key Entities listed under the heading “Singapore” as set out in the Schedules
        to the Share Purchase Agreements by the Purchaser and/or the Mandatory General Offer having
        been obtained, and if such approvals are granted subject to conditions which are required to be
        fulfilled prior to Completion, the fulfilment of such conditions;

(3)     (if applicable) such approvals from Bank Negara Malaysia as may be required for or in connection
        with the acquisition of control of any Core Group Company by the Purchaser and/or the
        Mandatory General Offer having been obtained, and if such approvals are granted subject to
        conditions which are required to be fulfilled prior to Completion, the fulfilment of such conditions;

(4)     (a)     (if applicable) all such approvals, authorisations, clearances, consents, exemptions,
                grants, licences, orders, confirmations, permissions, recognitions and waivers necessary
                or required in connection with the acquisition of control of any Key Entities by the
                Purchaser and/or the Mandatory General Offer from all relevant government,
                governmental, quasi-governmental, supranational, statutory, regulatory, administrative,
                fiscal or judiciary agency, authority, body, court, commission, department, exchange,
                tribunal or entity in any jurisdiction (each, a “Relevant Authority”) having been obtained
                and, if such approvals are granted subject to conditions which are required to be fulfilled
                prior to Completion, the fulfilment of all such conditions; and

        (b)     (if applicable) all necessary appropriate filings having been made and all appropriate
                waiting periods (including any extensions thereof) in respect of the transaction
                contemplated under this Agreement and/or the Mandatory General Offer under any
                applicable legislation or regulation of any jurisdiction having expired, lapsed or been
                terminated, in each case in connection with the acquisition of control of any Key Entities
                by the Purchaser and/or the Mandatory General Offer;

(5)     no Relevant Authority having taken, instituted, implemented or threatened any action, proceeding,
        suit, investigation or enquiry, or made, proposed or enacted any statute, regulation or order or
        taken any other steps, which would or would reasonably be likely to:

        (a)     make the acquisition by the Purchaser of any of the Key Entities void, illegal or
                unenforceable;




                                                     vii
                                                                                             APPENDIX 2


      (b)   restrict, restrain, prohibit or otherwise challenge or interfere with the implementation of the
              acquisition by the Purchaser of any Key Entities or impose additional conditions or
              obligations with respect thereto, which results in or is reasonably likely to result in a
              Material Adverse Effect;

      (c)     render the Purchaser unable, to acquire the Sale Shares or control of any of the
              Company, KES, KES (HK), KEST and PT KES;

      (d)     require the divestiture by any of the Company, ATR, KES, KES (HK), KEST, PT KES or
              by the Purchaser or any of the Purchaser’s subsidiaries of all or any portion of their
              respective businesses, assets or property, or impose any limitation on the ability of any of
              them to conduct their businesses or own their assets or property, which results in or is
              reasonably likely to result in a Material Adverse Effect;

      (e)     impose any limitation on the ability of any of the Company, KES, KES (HK), KEST and
              PT KES to acquire, hold or exercise effectively any rights of ownership of shares or
              securities convertible into shares in any of the Company, KES, KES (HK), KEST and PT
              KES held or owned by it or to exercise management control over any of the Company,
              KES, KES (HK), KEST and PT KES; and/or

      (f)     otherwise materially and adversely affect the business, assets, liabilities, condition,
              financial or trading position, profits or results of the operations or prospects of any Group
              Company, which results in or is reasonably likely to result in a Material Adverse Effect;

(6)   no Relevant Authority has taken any action or has threatened to take any action to revoke any
      existing Licences held by any of the Key Entities that would materially and adversely affect the
      business operations of such Key Entities;

(7)   the consolidated PAT and attributable to equity holders of the Group as set out in the unaudited
      consolidated accounts for the Group for FY 2010 shall be at least 85 per cent. of the consolidated
      PAT and attributable to equity holders of the Group as set out in the audited consolidated
      accounts for the Group for FY 2009;

(8)   none of the following shall have occurred, happened or come into effect:

      (a)     the imposition for a continuous period of at least three Business Days of any moratorium,
              suspension or material restriction on trading in securities generally on the SGX-ST, Bursa
              Malaysia, the Stock Exchange of Thailand, The Philippine Stock Exchange, Inc. or any
              other stock exchange of which any Group Company is a member of or any other stock
              exchange on which the securities of any Group Company are listed on due to exceptional
              financial circumstances or otherwise which results in or is reasonably likely to result in a
              Material Adverse Effect;

      (b)     any new law or regulation or change in existing laws or regulations or any change in the
              interpretation or application thereof by any court or other competent authority in
              Singapore, Malaysia or any jurisdiction relevant to the Group, and including, without
              limitation, any directive or request by the Relevant Authority and/or the SGX-ST which
              results in or is reasonably likely to result in a Material Adverse Effect;




                                                  viii
                                                                                               APPENDIX 2


        (c)     a change or development involving a prospective change of taxation or exchange control
                (or the implementation of exchange control) in Singapore, Malaysia or any other
                jurisdiction relevant to the Group, which results in or is reasonably likely to result in a
                Material Adverse Effect; and/or

(9)     no Group Company entering into any arrangement or general assignment or composition for the
        benefit of its creditors generally or becoming or being deemed by law or a court to be insolvent or
        stops or suspends or threatens to stop or suspend, payment of its debt, which would or would
        reasonably be likely to materially and adversely affect the business, assets, liabilities, condition,
        financial or trading position, profits or results of the operations or prospects of the Group.

If the conditions above are not satisfied (or, if applicable, waived) on or before the Long Stop Date, save
as expressly provided, the Share Purchase Agreement(s) shall terminate, provided always that either the
Purchaser or the Vendors may invoke the conditions above to terminate the Share Purchase
Agreement(s) only after prior consultation with the SIC. In the event either Party wishes to terminate the
relevant Share Purchase Agreement on the ground that a condition above has not been satisfied, such
Party (the “Terminating Party”) shall give notice in writing to the other Party of its intention to terminate
the relevant Share Purchase Agreement. The notice shall specify the relevant condition which has not
been satisfied and shall be given within 15 Business Days after the Terminating Party becomes aware
that such condition has not been satisfied (or, if consultation with the SIC has not been concluded by the
end of the 15 Business Day period, within five Business Days after such consultation has concluded). A
Party which does not give notice of its intention to terminate the relevant Share Purchase Agreement, in
respect of a condition which has not been satisfied, shall be deemed to have waived its right to terminate
the relevant Share Purchase Agreement on the ground of such condition. For the avoidance of doubt, the
failure by a Party to give notice in accordance, in respect of a condition which has not been satisfied, shall
not affect or prejudice its right to terminate the relevant Share Purchase Agreement on the ground that
another condition has not been satisfied.




                                                      ix
                                                                                              APPENDIX 3

TERMINATION EVENTS

All capitalised terms used and defined herein shall have the same meanings given to them in the Share
Purchase Agreements, copies of which are available for inspection.

(1)    Without prejudice to the right to terminate for material breach of representations and warranties
       under the terms of the Share Purchase Agreements and the Purchaser’s right to claim, damages
       and other compensation, if prior to Completion, the Vendors are in breach of any of their
       undertakings in paragraph 2 below, the Purchaser shall, subject to prior consultation with the SIC,
       be entitled by notice in writing to the relevant Vendor to terminate the relevant Share Purchase
       Agreement.

(2)    The Vendors undertake that, during the period between the date of the Share Purchase
       Agreement and Completion:

       (a)    they shall not, and shall not permit or authorise any of their officers, employees, affiliates,
              agents or advisers (collectively, the “Representatives”) to, directly or indirectly, (i) offer;
              (ii) sell, transfer, give or otherwise dispose of; (iii) grant any option, right or warrant to
              purchase or acquire in respect of; (iv) declare, settle or otherwise create a trust or any form
              of joint or common ownership in respect of; (v) create any Encumbrance over; or (vi) enter
              into any swap or other arrangement that transfers to another, in whole or in part, any of the
              beneficial or economic consequences of ownership of, all or any of the Sale Shares or any
              interest therein, or enter into any agreement with a view to effecting any of the foregoing;

       (b)    subject to any fiduciary duties RO may have as a director of the Company and the
              provisions of the Code, they shall not, and shall not permit or authorise any of their
              Representatives to, directly or indirectly, (i) encourage any proposals or offers or engage in
              negotiations with any person other than the Purchaser and/or its Representatives, relating
              to any proposed sale of the Sale Shares (an “Opposing Proposal”); (ii) furnish any
              information regarding the Group in connection with an Opposing Proposal; (iii) engage in
              discussions with respect to any Opposing Proposal; (iv) approve, endorse, recommend,
              vote, or agree to vote, for any Opposing Proposal; (v) enter into agreement, arrangement
              or understanding relating to any Opposing Proposal; or (vi) take any actions which could
              reasonably be expected to frustrate the proposed acquisition of the Sale Shares and/or the
              Mandatory General Offer. They shall, and shall procure that their Representatives,
              immediately cease any existing discussions with persons other than Purchaser and its
              Representatives that relate to any Opposing Proposal. In the event that after the date of
              this Agreement, they or any of their Representatives receives from any third party any offer
              or indication of interest regarding an Opposing Proposal, they agree to promptly
              communicate to Purchaser and/or its Representatives the terms of each such offer or
              indication of interest, including the identity of such third party;

       (c)    subject to any fiduciary duties RO may have as a director of the Company, they shall use
              reasonable endeavours to facilitate discussions between the Purchaser and the Group
              Companies, and facilitate the Group Companies, its representatives and advisers, to work
              with the designated representatives and advisers of the Purchaser for the purposes of
              collaborating and co-operating in good faith, to integrate the businesses of the Group with
              the Maybank Group;

       (d)    only in respect of RO, he shall use reasonable endeavours to procure each Group
              Company to:

              (i)    carry on its business in the ordinary and prudent course and in compliance with all
                     applicable laws, rules and regulations and orders to which it is subject; and



                                                    vii
                                                                                      APPENDIX 3

      (ii)     maintain its assets and properties in good repair and condition, and shall not do
               anything which may have the consequence of materially reducing the value of its
               assets, properties, investments and rights (including taking reasonable steps to
               preserve the validity of the Intellectual Property of the Group);

(e)   they shall not, except with the Purchaser’s prior written consent (such consent not to be
      unreasonably withheld or delayed), vote the Sale Shares in favour of any resolution of the
      Company to:

      (i)      sell, dispose or acquire or enter into any agreement to sell, dispose or acquire any
               assets which in aggregate would be in excess of S$10,000,000, or authorise any
               Group Company to sell, dispose or acquire or enter into any agreement to sell,
               dispose or acquire any assets which in aggregate would be in excess of
               S$10,000,000, other than in the ordinary and usual course of business and
               consistent with past practices;

      (ii)     enter into, amend or terminate any contract or incur any commitment, or authorise
               any Group Company to enter into, amend or terminate any contract or incur any
               commitment, which is not in the ordinary and usual course of business and
               consistent with past practices;

      (iii)    incur any additional borrowings or incur any other indebtedness, or authorise any
               Group Company to incur any additional borrowings or incur other indebtedness,
               otherwise than in the ordinary and usual course of business and consistent with past
               practices;

      (iv)     make any loan or enter into any guarantee, indemnity or other agreement to secure
               any obligation of a third party to create any Encumbrance over the Company’s
               assets or undertaking, or authorise any Group Company to make any loan or enter
               into any guarantee, indemnity or other agreement to secure any obligation of a third
               party to create any Encumbrance over the Company’s assets or undertaking, other
               than in the ordinary and usual course of business and consistent with past practices;

      (v)      allot or issue shares or other securities convertible into shares or any grant of
               options or other rights to subscribe for shares in the Company, or authorise any
               Group Company to allot or issue shares or other securities convertible into shares or
               any grant of options or other rights to subscribe for shares in such Group Company;

      (vi)     amend, replace or restate the memorandum or articles of association or constitutive
               documents of the Company or authorise any Group Company to amend, replace or
               restate its memorandum or articles of association or constitutive documents;

      (vii)    buy-back, purchase, redeem, exchange, reduce, cancel or return in any way any
               Shares in or assets of the Company or authorise any Group Company to buy-back,
               purchase, redeem, exchange, reduce, cancel or return in any way any shares in or
               assets of such Group Company;

      (viii)   vary the rights, privileges, restrictions or obligations attaching to any Shares or
               authorise any Group Company to vary the rights, privileges, restrictions or
               obligations attaching to any shares in such Group Company;

      (ix)     convert any Shares into any class or type of shares carrying different rights,
               privileges, restrictions or obligations or authorise any Group Company to convert
               any shares into any class or type of shares carrying different rights, privileges,
               restrictions or obligations;


                                             viii
                                                                                   APPENDIX 3

(x)      propose, declare, approve, pay or make any dividends (save for any dividends
         which may be declared, made or paid by the Company to its members in respect of
         FY 2010), capital distributions or other distributions (whether in cash or in specie
         and whether interim or final) or authorise any Group Company to propose, declare,
         approve, pay or make any dividends (save for any dividends which may be
         declared, made or paid by the Group Company to its members in respect of FY
         2010), capital distributions or other distributions (whether in cash or in specie and
         whether interim or final);

(xi)     approve or authorise any merger, consolidation, amalgamation by any Group
         Company (howsoever effected, including by way of a contract providing for the
         sharing of assets, liabilities, profits and losses) with any other entity or business,
         whether or not such Group Company is the surviving entity;

(xii)    approve or authorise any acquisition by any Group Company of any real property,
         securities (which are not in the ordinary course of business), investments (which are
         not in the ordinary course of business), businesses or entities;

(xiii)   approve or authorise any material disposal by any Group Company;

(xiv)    approve or authorise any transaction by any Group Company outside the ordinary
         course of business;

(xv)     approve or authorise any material change in the business, operations, business
         direction, geographical business focus of any Group Company;

(xvi)    appoint, re-appoint, re-elect or remove of any director of the Company or authorise
         the appointment, re-appointment, re-election or removal of any director of any
         Group Company;

(xvii) (A)      borrow, incur any other indebtedness or liability (whether actual, contingent,
                subordinated, deferred or otherwise) in the nature of borrowing, outside the
                ordinary course of business, or authorise any Group Company to borrow,
                incur any other indebtedness or liability (whether actual, contingent,
                subordinated, deferred or otherwise) in the nature of borrowing, outside the
                ordinary course of business; and/or

         (B)    give or create any guarantee, indemnity, charge, lien, mortgage, pledge, or
                other encumbrance or security interest over any or all of the assets,
                business, revenues or undertakings, outside the ordinary course of business,
                or authorise any Group Company to give or create any guarantee, indemnity,
                charge, lien, mortgage, pledge, or other encumbrance or security interest
                over any or all of the assets, business, revenues or undertakings, outside the
                ordinary course of business;

(xviii) take any steps to wind up, dissolve or place the Company under judicial
        management or authorise any Group Company take any steps to wind up, dissolve
        or place such Group Company under judicial management;

(xix)    instigate or settle any material litigation, arbitration or other analogous proceeding or
         authorise any Group Company instigate or settle any material litigation, arbitration or
         other analogous proceeding;




                                         ix
                                                                                                APPENDIX 3




             (xx)    enter into any agreement, arrangement or understanding to do any of the foregoing
                     (or to amend any terms of any such agreement, arrangement or understanding) or
                     authorise any Group Company to enter into any agreement, arrangement or
                     understanding to do any of the foregoing (or to amend any terms of any such
                     agreement, arrangement or understanding);

             (xxi)   do or cause or allow to be done or omitted any act or thing which would result (or be
                     likely to result) in a breach of any of the representations, warranties or undertakings
                     contained in this Agreement or authorise any Group Company to do or cause or
                     allow to be done or omitted any act or thing which would result (or be likely to result)
                     in a breach of any of the representations, warranties or undertakings contained in
                     this Agreement; and

             (xxii) enter into any contract or material commitment which is not in the ordinary course of
                    business which, when aggregated, involves or may involve a total expenditure in
                    excess of S$10,000,000 or total annual expenditure in excess of S$10,000,000 or
                    authorise any Group Company to enter into any contract or material commitment
                    which is not in the ordinary course of business which, when aggregated, involves or
                    may involve a total expenditure in excess of S$10,000,000 or total annual
                    expenditure in excess of S$10,000,000.

(3)   If, at any time prior to Completion, Yuanta is in material breach of any of the representations and
      warranties set out in Clause 7.2 of the Share Purchase Agreement, the Purchaser shall, subject
      to prior consultation with the SIC, be entitled (in addition to and without prejudice to all other rights
      or remedies available to it including the right, where applicable, to claim damages) by notice in
      writing to Yuanta to terminate the Share Purchase Agreement entered into with Yuanta. Any
      failure by the Purchaser to exercise the right to terminate the Share Purchase Agreement entered
      into with Yuanta for a material breach of a representation and warranty shall not constitute a
      waiver of any other rights of the Purchaser arising out of any breach of any of the representations
      and warranties set out in Clause 7.2 of the Share Purchase Agreement or the Vendor’s
      Warranties.

(4)   If, at any time prior to Completion, RO is in material breach of any of the representations and
      warranties set out in Clause 7.2 of the Share Purchase Agreement or the Vendor’s Warranties,
      the Purchaser shall, subject to prior consultation with the SIC, be entitled (in addition to and
      without prejudice to all other rights or remedies available to it including the right, where
      applicable, to claim damages) by notice in writing to RO to terminate this Agreement. Any failure
      by the Purchaser to exercise the right to terminate the Share Purchase Agreement entered into
      with RO for a material breach of any of the representations and warranties shall not constitute a
      waiver of any other rights of the Purchaser arising out of any breach of any of the representations
      and warranties set out in Clause 7.2 of the Share Purchase Agreement or the Vendor’s
      Warranties.

(5)   If, at any time prior to Completion, the Purchaser is in material breach of any of its representations
      and warranties set out in the Share Purchase Agreement(s), the Vendors shall, subject to prior
      consultation with the SIC, be entitled (in addition to and without prejudice to all other rights or
      remedies available to it including the right to claim damages) by notice in writing to the Purchaser
      to terminate the Share Purchase Agreement(s). Any failure by the Vendors to exercise the right to
      terminate the Share Purchase Agreements for a material breach by the Purchaser of its
      representations and warranties shall not constitute a waiver of any other rights of the Vendors
      arising out of any breach of any of such representations and warranties.




                                                     x

				
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Description: Maybank on Company Activity document sample